ONE HUNDRED AND SEVENTH SUPPLEMENTAL INDENTURE

___________________________________________________________________

THE POTOMAC EDISON COMPANY

TO

JPMORGAN CHASE BANK, N.A.,

AND

THOMAS J. FOLEY,

______________________________

ONE HUNDRED AND SEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF OCTOBER 23, 2006

______________________________

FIRST MORTGAGE BONDS

5.80% SERIES DUE 2016

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ONE HUNDRED AND SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 23, 2006, between THE POTOMAC EDISON COMPANY, a corporation organized and existing under the laws of the State of Maryland and the Commonwealth of Virginia (hereinafter called the “Company”), party of the first part, and JPMORGAN CHASE BANK, N.A., a national banking association incorporated and existing under the laws of the United States of America (ultimate successor to Chemical Bank & Trust Company), as trustee under the Indenture, dated as of October 1, 1944, hereinafter mentioned (the “Corporate Trustee”), party of the second part, and Thomas J. Foley, as individual trustee under the aforesaid Indenture (hereinafter called the “Individual Trustee”), party of the third part (said Corporate Trustee and Individual Trustee being hereinafter sometimes collectively called the Trustees”);

The Company has heretofore executed and delivered to the Corporate Trustee its Indenture (hereinafter sometimes called the “Original Indenture”), dated as of October 1, 1944, which Original Indenture has been supplemented by indentures supplemental thereto, numbered First through One Hundred and Sixth, respectively.

The amendments to the Original Indenture contained in Paragraph (B) of Section 1 of Part V of the Fifteenth Supplemental Indenture have become effective.

The amendments to the Original Indenture contained in Sections 1 and 2 of Part IV of each of the One Hundred and Third and the One Hundred and Fifth Supplemental Indentures have become effective.

The Company, pursuant to Section 1 of Article II of the Original Indenture, as heretofore supplemented, has redesignated the Bonds outstanding thereunder as “First Mortgage Bonds.”

First Mortgage Bonds (“Bonds”) are presently outstanding under the Original Indenture, as heretofore supplemented, as follows:

Under the Original Indenture, as heretofore supplemented, any new series of Bonds may at any time be established by the Board of Directors of the Company and certain terms and provisions thereof may be described by an appropriate supplemental indenture.

Under the Original Indenture, as heretofore supplemented, the Company and the Trustees may enter into a supplemental indenture for the purpose of modifying any of the provisions of the Original Indenture, as previously supplemented, provided such modification does not impair any of the rights of the then holders of outstanding Bonds or of the Trustees.

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The Company proposes to create under the Original Indenture, as heretofore supplemented and as supplemented hereby, a new series of Bonds to be designated First Mortgage Bonds, 5.80% Series Due 2016 (the “Bonds of 2016 Series”). The Company is issuing the Bonds of 2016 Series to fund the repayment at maturity of its outstanding 5.0% medium-term notes due November 1, 2006.

All conditions and requirements necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid, binding and legal instrument have been met, performed and fulfilled.

Now, Therefore, This Supplemental Indenture Witnesseth:

That, in consideration of the premises and of the mutual covenants herein contained and of the acceptance of this trust by the Trustees, and of other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, it is hereby covenanted, declared, and agreed by and between the parties hereto, for the benefit of those who shall hold the Bonds of 2016 Series, or any of them, issued or to be issued under the Original Indenture, as follows:

PART I

Description of Bonds of 2016 Series

SECTION 1.   The Bonds of 2016 Series shall, subject to the provisions of Section 1 of Article II of the Original Indenture, be designated as “First Mortgage Bonds, 5.80% Series Due 2016” of the Company and shall be executed, authenticated and delivered in accordance with the provisions of, and, except as hereinafter provided, shall in all respects be subject to all of the terms, conditions and covenants of the Original Indenture as supplemented, including by this Supplemental Indenture. The signatures of the officers executing the Bonds of 2016 Series on behalf of the Company and attesting to the facsimile of its corporate seal thereon may be by facsimile.

The Bonds of 2016 Series shall be registered Bonds without coupons of the denominations of $2,000 and multiples of $1,000 in excess thereof, appropriately numbered. The Bonds of 2016 Series shall be issued in global form, the depository therefor shall be The Depository Trust Company (“DTC”), such Bonds shall be registered in the name of Cede & Co. or any other nominee of DTC designated by DTC, and such Bonds shall be held by the Corporate Trustee as custodian for DTC and shall be exchangeable for certificated Bonds only in the circumstances set forth in the Form of Bond set forth in Section 2 of this Part I. The Bonds of 2016 Series shall mature on October 15, 2016, and shall bear interest at the rate of 5.80% per annum, payable semi-annually on the fifteenth day of April and the fifteenth day of October in each year commencing April 15, 2007 (each such April 15 and October 15 hereinafter called an “Interest Payment Date”). If any Interest Payment Date falls on a day that is not a Business Day (as defined herein), the Interest Payment Date will be the next succeeding Business Day (and without any interest or payment in respect of any such delay). Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Bonds of 2016 Series shall be payable as to principal and interest in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and shall be payable (as well the interest as the principal thereof) at the agency of the Company in the Borough of Manhattan, The City of New York. The Company shall pay interest on overdue principal at the rate per annum borne by the Bonds of 2016 Series, and it shall pay interest on overdue installments of interest at the rate per annum borne by the Bonds of 2016 Series to the extent lawful.

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The interest so payable on any Interest Payment Date shall be paid to the persons in whose names the Bonds of 2016 Series are registered at the close of business on the last Business Day prior to such Interest Payment Date (hereinafter called “Record Date”), a “Business Day” being any day that is not a day on which banks in The City of New York are authorized by law or executive order to close; except that (i) if Bonds of 2016 Series shall be exchanged for certificated Bonds of 2016 Series, the Record Date shall be the close of business on the day that is ten days prior to such Interest Payment Date (whether or not a Business Day), and (ii) if the Company shall default in the payment of any interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names the Bonds of 2016 Series are registered on the date of payment of such defaulted interest.

Except as provided hereinafter and in Section 10 of Article II of the Original Indenture, every Bond of 2016 Series shall be dated as of the date of its authentication and delivery or, if that is an Interest Payment Date, the next day, and shall bear interest from the Interest Payment Date next preceding its date or October 23, 2006, whichever is later. Notwithstanding Section 6 of Article II of the Original Indenture and except as provided in Section 10 of such Article II, any Bond of 2016 Series authenticated and delivered by the Corporate Trustee after the close of business on the Record Date with respect to any Interest Payment Date and prior to such Interest Payment Date shall be dated as of the date next following such Interest Payment Date and shall bear interest from such Interest Payment Date, except that if the Company shall default in the payment of any interest due on such Interest Payment Date, such Bond shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on such Bond, from October 23, 2006.

SECTION 2.   The Bonds of 2016 Series and the Corporate Trustee’s authentication certificate shall be substantially in the following form:

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[FORM OF BOND]

[UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ¹ ]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE POTOMAC EDISON COMPANY (THE “COMPANY”) THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY [(I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,] ² (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) TO THE COMPANY OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE.

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[THIS SECURITY MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT (OTHER THAN A DISTRIBUTOR, AS SUCH TERM IS DEFINED IN RULE 902(d) UNDER THE SECURITIES ACT).] ³

THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

THE POTOMAC EDISON COMPANY

(Incorporated under the laws of the State of Maryland and the

Commonwealth of Virginia)

First Mortgage Bond, 5.80% Series Due 2016

CUSIP No.

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THE POTOMAC EDISON COMPANY, a corporation organized and existing under the laws of the State of Maryland and the Commonwealth of Virginia (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, on October 15, 2016, the sum of dollars ($) [as revised by the Schedule of Increases and Decreases in Global Bond attached hereto], ⁴ in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from October 23, 2006, or from the most recent April 15 or October 15 to which interest is paid or provided for, at the rate of five and eight-tenths percent (5.80%) per annum, payable semi-annually, on the fifteenth day of April and October in each year, commencing April 15, 2007, until maturity, or, if this Bond shall be duly called for redemption, until, but not including, the redemption date. The Company shall pay interest on overdue principal at the rate per annum borne by the Bonds of 2016 Series, and it shall pay interest on overdue installments of interest at the rate per annum borne by this Bond Series to the extent lawful. If any Interest Payment Date (as defined in the One Hundred and Seventh Supplemental Indenture) falls on a day that is not a Business Day (as defined in the One Hundred and Seventh Supplemental Indenture), the Interest Payment Date will be the next succeeding Business Day (and without any interest or payment in respect of any such delay). The interest so payable on any April 15 or October 15 will, subject to certain exceptions provided in such Indenture, be paid to the person in whose name this Bond is registered at the close of business on the last business day prior to such April 15 or October 15; except that (i) if this Bond shall be exchanged for certificated Bonds of this Series, the Record Date shall be the close of business on the day that is ten days prior to such Interest Payment Date, and (ii) if the Company shall default in the payment of any interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names the Bonds of 2016 Series are registered on the date of payment of such defaulted interest.

Principal of, premium (if any) and interest on this Bond are payable at the agency of the Company in the Borough of Manhattan, The City of New York. Interest will be computed on the basis of a 360 day year consisting of twelve (12) thirty (30) day months.

The provisions of this Bond are continued on the reverse hereof, and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until JPMorgan Chase Bank, N.A., the Corporate Trustee under the Indenture, or a successor trustee thereto under the Indenture, shall have signed the form of certificate endorsed hereon.

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IN WITNESS WHEREOF, The Potomac Edison Company has caused an original or facsimile of its corporate seal and the original or facsimile signatures of its duly authorized officers to be hereto affixed.

Dated:

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[FORM OF TRUSTEE’S CERTIFICATE]

This is one of the Bonds, of the series designated therein, described in the within-mentioned Indenture and the One Hundred and Seventh Supplemental Indenture.

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[FORM OF REVERSE OF BOND]

This Bond is one of a duly authorized issue of Bonds of the Company (herein called the “Bonds”), unlimited in aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by an indenture, dated as of October 1, 1944, executed by the Company to Chemical Bank & Trust Company, as trustee (said indenture being herein called the “Indenture”), under which Indenture, JPMorgan Chase Bank, N.A. (herein called the Corporate Trustee”) is successor Trustee and under which Indenture, Thomas J. Foley is Individual Trustee (herein called the “Individual Trustee”, the Corporate Trustee and the Individual Trustee being herein collectively called the “Trustees”), by virtue of the Fifty-sixth Supplemental Indenture dated as of May 31, 1974, to which Indenture and all indentures supplemental thereto (including the One Hundred and Seventh Supplemental Indenture hereinafter referred to) reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the registered owners of the Bonds and of the Trustees in respect thereto, and the terms and conditions upon which the Bonds are, and are to be, secured. To the extent permitted by, and as provided in, the Indenture, modifications or alterations of the Indenture, or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the Bonds may be made with the consent of the Company by an affirmative vote of not less than 75% in amount of the Bonds entitled to vote then outstanding, at a meeting of Bondholders called and held as provided in the Indenture, and by an affirmative vote of not less than 75% in amount of the Bonds of any series entitled to vote then outstanding and affected by such modifications or alterations, in case one or more but less than all of the series of Bonds then outstanding under the Indenture are so affected; provided, however, that no such modifications or alterations shall be made which will affect the terms of payment of the principal of, or interest on, this Bond, which are unconditional. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Bond is one of a series designated as “First Mortgage Bonds, 5.80% Series Due 2016” of the Company, issued under and secured by the Indenture and all indentures supplemental thereto and described in an indenture supplemental thereto (herein called the “One Hundred and Seventh Supplemental Indenture”), dated as of October 23, 2006, executed by the Company to the Trustees.

The Bonds of this Series are subject to redemption at any time, as a whole or in part, at the election of the Company, at a redemption price equal to the greater of (a) 100% of the principal amount of the Bonds of this Series to be redeemed, and (b) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this Series to be redeemed (not including any portion of payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus fifteen (15) basis points, together, in each case of both (a) and (b), with accrued interest to the redemption date.

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The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Bonds of this Series that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Bonds of this Series.

“Comparable Treasury Price” means, with respect to any redemption date: (a) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if, the Corporate Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means (a) Banc of America Securities LLC, and its successors, and Barclays Capital Inc., and its successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer; and (b) any other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Corporate Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Corporate Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption date.

Notice of any such redemption shall be mailed by the Company, postage prepaid, not less than thirty and no more than sixty days prior to the date of redemption, to the owner of this Bond at such owner’s address as the same shall appear on the transfer register of the Company. Any notice so mailed shall be conclusively presumed to have been duly given, whether or not the owner receives it.

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Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Bonds of this Series or portion of the Bonds of this Series called for redemption.

In case an Event of Default (as defined in the Indenture) shall occur, the principal of all the Bonds at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be waived by the holders of a majority in principal amount of the Bonds outstanding.

[This Bond is a global Bond and will be exchangeable for certificated Bonds of like series and terms and of differing authorized denominations in a like aggregate principal amount, only if (i) The Depository Trust Company (“DTC”) notifies the Company that it is unwilling or unable to continue as depository or defaults in the performance of its duties as depository for the Bonds of this Series or the Company becomes aware that DTC has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depository is not appointed by the Company within 90 days after the Company’s receipt of such notice or becoming aware of such default or cessation, (ii) the Company, in its sole discretion, determines that this Bond shall be exchangeable for certificated Bonds, subject to the procedures of DTC or (iii) an event of default shall have occurred and be continuing under the Indenture. Upon any such exchange, certificated Bonds of this Series shall be registered in the names of the beneficial owners of this Bond, which names shall be provided by DTC